Amper has signed a binding agreement with Nazca for the acquisition of 100% of Teltronic, a Spanish company headquartered in Zaragoza and a leader in the field of Defence and Security communications. The purchase price consists of a fixed amount of €155 million, implying an Enterprise Value of less than 9 times 2025 EBITDA, which exceeded €20 million, and a maximum contingent consideration of €45 million (earn-out), subject to the achievement of customary targets in this type of transaction. In addition, the agreement includes the assumption by Amper of €25 million of Teltronic’s debt. Therefore, the total transaction value could reach €225 million.

The payment of the fixed amount would be made through a cash payment of €111 million and the remaining €44 million through the issuance of new Amper shares, in line with Amper’s inorganic growth strategy, which contemplates this model of partial payment in shares. Nazca would subscribe to these shares through a non-cash capital increase, with the possibility of one or more co-investors joining the transaction. These new Amper shares would represent approximately 7.75% of the Company’s share capital following the non-cash capital increase and would be issued at a price of €0.23 per share. Any additional contingent consideration would be paid in cash.

The transaction is framed, on the one hand, within the strategy of Amper and Nazca as relevant players in the Spanish defence and security industry ecosystem, contributing to the implementation of Spain’s National Defence and Security Strategy and its strategic autonomy; and, on the other hand, within the search for a stable and long-term collaboration between both companies, as demonstrated by Nazca’s significant shareholding in Amper.

Through its Defence-focused fund, Nazca acquired Teltronic, a Spanish-origin company with an industrial base in Zaragoza that had previously been owned by a Chinese corporation. One of the objectives of this transaction was to recover for Spain a technology and industrial capabilities considered strategic. Once this process has been completed, and within the framework of the aforementioned National Strategy, the agreement with Amper enables the integration of Teltronic’s capabilities into a Spanish company holding a relevant Tier 1 position in National Defence and Security with proprietary dual-use technologies. This transaction will allow Amper to become a leader in Defence and Security Communications in Spain and a relevant player in Europe.

For Amper, the transaction represents a transformational and highly complementary acquisition from a technological, industrial and geographical perspective. It is expected to generate significant commercial, technological and operational synergies, while consolidating its positioning in key markets such as Brazil and Mexico and enabling access to others such as the United States and Canada.

In this regard, Enrique López Pérez, CEO of Amper, stated: “The incorporation of Teltronic is a transformational transaction for Amper, positioning us as a Tier 1 player in Europe in Defence and Security communications, while reinforcing our ambition to become the leading Spanish mid-cap company in dual-use technologies and strengthening our strategic relationship with Nazca.”

For his part, Carlos Carbó, Executive Chairman of Nazca, added: “The sale of Teltronic to Amper, which includes a significant equity stake in Amper, is part of our objective to contribute to the safeguarding and development of strategic capabilities for National Defence and to strengthen the Defence and Security Industry through our role as a specialized investor in this market.”

The signing of the sale and purchase agreement is expected to take place before June 16, 2026, subject to the fulfilment of certain regulatory conditions precedent in various jurisdictions, as well as approval by Amper’s General Shareholders’ Meeting.

Amper has been advised by Bestinver Securities as financial advisor and Cuatrecasas as legal advisor. Nazca Capital has been advised by Banco Sabadell as financial advisor and Uría Menéndez as legal advisor.